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Employment Law and the Ongoing Corporation - Chapter 49 - Advising Minnesota Corporations and Other Business Organizations - 2nd Edition
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Originally from: Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page CHAPTER 49
EMPLOYMENT LAW AND THE ONGOING
CORPORATION
Section
§ 49.01 Introduction
§ 49.02 Labor Law and the Ongoing Corporation
§ 49.03 Inherited Employment Agreements
§ 49.04 Inherited Employment Liability
§ 49.05 WARN: Plant Closings, Mass Layoffs, and Business Relocations
§ 49.01 Introduction
Countless hours are often expended by individuals or companies
seeking to acquire an already existing corporation. Valuing the
company, obtaining funding, completing due diligence, and brokering a
tentative agreement can create many months worth of work in itself. In
today’s economy, it is not uncommon for the purchaser to primarily
focus its sights on the corporation’s specific assets, client base, its
distribution channels, or as a means to instantly plant roots in an
untapped regional market. Indeed, to the Buyer, the corporation’s old
employees may be little more than an afterthought. The Buyer may
simply wish to cut ties with all of the acquired corporation’s current
employees and either hire its own employees, transition other employees
already associated with the Buyer to the new corporation, or may have
only been interested in the previous corporation’s assets and thus have no
need for any employees altogether. While, buyers of existing
corporations naturally have a great deal of autonomy to reshape the
acquired corporation as they deem fit, they must pay careful attention to
their interactions with the purchased corporation’s employees so as not to
run afoul of federal or state employment laws.
§ 49.02 Labor Law and the Ongoing Corporation
Federal law places many duties on purchasers of corporations,
including good faith bargaining requirements as well the evaluation of
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
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